f8k121609a1ex10i_idt.htm


     

    Exhibit 10.01

    
      


       

      AGREEMENT

       

      This
Agreement (the “Agreement”) is made and entered into as of October 21, 2009 (the
“Effective Date”) by and between IDT Corporation (“IDT” or the “Company”) and
James A. Courter (“Executive”) (collectively “the Parties”).

       

      RECITALS

       

      From
April 1, 1999 through October 21, 2009, Executive served as the Chief Executive
Officer of the Company pursuant to an Employment Agreement, dated April 1, 1999,
as amended by amendments dated August 1, 2001, October 22, 2001, May 12, 2005,
January 29, 2007, March 13, 2007, and November 5, 2008 (the “Employment
Agreement”).  On October 21, 2009, the Parties agreed that Executive’s
position as Chief Executive Officer and employment with the Company terminated,
and further agreed that the Employment Agreement would and did immediately
terminate as set forth herein in Paragraph 1.

       

      Beginning
on the Effective Date, in light of his experience, advice and counsel to the
Company, Executive shall serve as the Vice Chairman of the Board of Directors of
the Company (the “Board”) for a term of one year, and for additional one-year
terms at the discretion of the Company, and shall also have the right, for so
long as he continues to own shares of Company stock, to observe meetings of the
Board for a period of no less than ten (10) years, regardless of whether he
continues to serve as the Vice Chairman of the Board during that
period.  Executive shall also serve as Vice Chairman of the board of
directors of the Company’s subsidiary, Genie Energy Corporation (“Genie”), for a
term that shall continue until such time as Executive ceases to engage in the
activities described in Paragraph 4 of this Agreement, or until such time as
Genie is no longer a subsidiary or otherwise owned by the Company.

       

      AGREEMENT
TERMS

       

      In
consideration of the promises and mutual agreements set forth in this Agreement,
the receipt and sufficiency of which are hereby acknowledged by all Parties, the
Company and Executive agree as follows:

       

      1. Termination of Employment
Agreement.  The Parties acknowledge and agree that as of
October 21, 2009, Executive’s position as an officer and employee of the Company
terminated, and that except with respect to the confidentiality provisions
contained in the Employment Agreement and incorporated and referenced in
Paragraph 7 that the Employment Agreement terminated.  Notwithstanding
the foregoing, Executive shall be entitled to payment of all accrued
compensation, unreimbursed expenses and other benefits that are due on or have
accrued through the October 21, 2009 as detailed herein.

       

      2. Exchange of Stock
Options.  Executive acknowledges and agrees that in
consideration of the agreements and covenants expressed in this Agreement, and
in exchange for Executive’s surrender of outstanding options (the “Options”) to
purchase 943,268 shares of Company Class B Common Stock, par value $0.01 per
share (“Class B Stock”), on September 17, 2009 (the “Exchange Date”), the
Company did grant to Executive 281,411 shares of Class B Stock pursuant to a
Restricted Stock Agreement under the Company’s 2005 Stock Option and Incentive
Plan.  As of the Exchange Date, Executive agrees that he forfeits all
rights to and interest in, any unvested stock options, that any such options are
cancelled and terminated, and that any other guarantees, warranties or
agreements with respect to the right of Executive to own, purchase, or acquire
any stock or other ownership interest in the Company, Genie or any other entity
or subsidiary of the Company, whether vested or unvested, are terminated, in
exchange for the grant of Class B Stock provided for herein.  Of the
281,411 shares of Class B Stock granted hereunder, 225,129 shares shall be
convertible into the common equity of Genie in accordance with paragraph 3
below.

       

       

      
        
           

        

        
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      3. Warrant to Convert Company Shares
Into Genie Shares.  The Company shall, pursuant to the warrant
certificate annexed hereto (the “Warrant Instrument”), grant Executive the right
to acquire equity securities in Genie that constitute one percent (1%) of the
fully diluted equity in Genie as of the Effective Date, by surrender of 225,129
shares of Class B Stock (which may be exercised in whole or in part in
accordance with the provisions of the definitive Warrant Instrument) (the “Genie
Warrant”). This warrant shall be exercisable by Executive for a period
commencing on the Effective Date and ending on the fifth anniversary of the
Effective Date.  The Genie Warrant shall not be entitled to any
anti-dilution protection in respect of grants, issuances or sales of equity
interests or interests convertible into or exchangeable for equity interests in
Genie, other than stock splits, stock subdivisions, stock dividends and similar
events.  “Genie” encompasses the Company’s current energy sector
activities, which include the ESCO business and the oil shale exploration and
development business in Colorado and Israel but may in the future include other
energy sector businesses.  In the event, that prior to the fifth
anniversary of the Effective Date, the Company completes any transfer of all or
substantially all of the assets of Genie to a Company-owned entity that is not
Genie or a wholly-owned subsidiary of Genie, which transfer results in a
material reduction in the fully diluted value of Executive’s securities in Genie
as of the day immediately prior to the transfer, the Company shall provide that
the Genie Warrant also entitle Executive to his pro rata share of the equity of
that Company-controlled entity (or provide Executive with the equivalent value
thereof in cash, securities or other rights as agreed upon by the Company and
Executive).  Notwithstanding the foregoing, Executive understands and
agrees that nothing in this Agreement shall preclude, encumber or otherwise
hinder the Company’s ability to sell the Company’s equity in Genie, including
that the continuation of Executive’s service of Vice Chairman of the board of
directors of Genie shall not be a condition of any such
sale.  Executive acknowledges that IDT (directly or through other
entities) may fund Genie’s operational needs and record inter-company
indebtedness in respect of such funding, which indebtedness would be senior to
any equity interests in Genie.

       

      4. Duties
and Responsibilities.

       

      (a)           Executive
agrees and warrants that during the term of this Agreement, including but not
limited to any period in which the Executive serves as the Vice Chairman of the
Board and/or the Vice Chairman of the board of directors of Genie, and for so
long as he continues to receive compensation pursuant to Paragraph 5 hereof, he
shall act on behalf of the Company and Genie, at the direction of Chief
Executive Officer Howard Jonas, or his successor, and shall use his best efforts
in support of the business interests and needs of the Company and
Genie.

       

       

      
        
           

        

        
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      (b)           Executive
further agrees and warrants that the nature of his duties and responsibilities
under this Paragraph shall require him to be available (and ready and willing
upon Company request) to provide services to the Company and Genie for a
combined minimum of ten (10) hours per week for a period of five (5) years
beginning on the Effective Date, and for a minimum of five (5) hours per week
for every year thereafter.

      


      5. Payments.

       

      (a)           In
further consideration of the promises and agreements contained herein, the
Company shall pay to Executive on April 22, 2010, a payment of Two Hundred and
Fifty Thousand Dollars ($250,000).  On October 22, 2010 (the
“Anniversary Date”), the Company shall pay to Executive a payment of Two Hundred
and Fifty Thousand Dollars ($250,000) (the “Anniversary Payment”). The
Anniversary Payment shall continue to be made on each anniversary of the
Anniversary Date throughout Executive’s life time, so long as Executive
continues to be available to provide the services described in Paragraph
4(b). In the event of the Executive’s death, the Anniversary Payments will
continue for an additional two (2) years, payable to Executive’s
estate.  In the event that Executive suffers from a bona fide mental or physical
disability that precludes him from performing the duties described in Paragraph
4(b), the Anniversary Payments shall continue through his natural life and for
two years following his death.  In the event that Executive (i)
voluntarily ceases to provide the services set forth in Section 4(b), (ii)
engages in fraud or willful misconduct with respect to the Company, or
(iii) breaches any material term or obligation of this Agreement or an
obligation which exists by virtue of him serving as Vice Chairman of the Board
of Directors of the Company or Genie (each, a “Cessation of Duties”), Executive
agrees and acknowledges that he will no longer be entitled to payment under this
Paragraph and that any and all other obligations of the Company or Genie shall
terminate immediately upon a Cessation of Duties, including observer
rights.  If in the course of any year a Cessation of Duties occurs,
Executive shall return to the Company the unearned portion of the Anniversary
Payment, the amount of which shall be determined by multiplying the payment by a
fraction, the numerator of which is the number of days remaining until the next
Anniversary Date, and the denominator of which is 365.

       

      (b)           If
the Company determines that there is a Cessation of Duties, Company shall notify
Executive of such determination and Executive shall have thirty (30) days to
cure such Cessation of Duties (the “Notice Period”).  If at the
conclusion of the Notice Period, the Company determines that Executive has
failed to cure the Cessation of Duties, then Executive shall immediately cease
to serve as Vice Chairman of the Boards of the Company and/or Genie, and any and
all future obligations of the Company to Executive, including the duty to make
the payments described in Paragraph 5(a) shall terminate.

      


      (c)           The
Anniversary Payments described in Paragraph 5(a) shall be adjusted once every
five (5) years, beginning on the fifth (5th)
anniversary of the Anniversary Date to reflect a cost of living adjustment equal
to the combined percentage rate of inflation over the proceeding five (5) years,
as reported by the Bureau of Labor Statistics.  Any cost of living
adjustment shall apply to the payment due on the next Anniversary Date and the
next four (4) consecutive Anniversary Payments.

      


      (d)           In
recognition of Executive’s contribution to the Company, the Company shall pay
Executive a special bonus of $542,059.71 less applicable taxes on the Effective
Date. 

       

       

      
        
           

        

        
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      6. Cooperation.  From
and after the Effective Date, Executive agrees to cooperate fully with IDT in
connection with the defense or prosecution of any claims, causes of action,
investigations, hearings, proceedings, arbitrations or other tribunals now in
existence or which may be brought in the future against or on behalf of
IDT.  Executive shall be entitled to reimbursement of all expenses
reasonably incurred in conjunction with his cooperation pursuant to this Section
6, including attorneys fees and expenses so long as he has not breached any
obligations to the Company or Genie either as set forth in this Agreement or
that exist by virtue of his position as Vice Chairman of the Boards of Directors
of the Company and Genie.  If, by virtue of an order or directive
issued by a court of law, Executive’s required cooperation exceeds Executive’s
time commitment provided in Paragraph 4(b), Executive will be entitled to
compensation for his time at a rate mutually agreed by the Parties.

       

      7. Confidentiality of Company
Information.  During the term of this
Agreement and for the remainder of his natural life, Executive shall continue to
abide by IDT’s confidentiality policies and the confidentiality provisions
contained in the Employment Agreement and incorporated by reference
herein.  The Executive will not at any time disclose to anyone,
including, without limitation, any person, firm, corporation, or other entity,
or publish, or use for any purpose, any Confidential Information, except as IDT
directs and authorizes, in writing or pursuant and subject to his obligations as
a Director of IDT or Genie.  The Executive shall take all necessary
measures to protect the secrecy of and avoid disclosure and unauthorized use of
the Confidential Information and agrees to immediately notify IDT in the event
of any unauthorized use or disclosure of the Confidential
Information.  “Confidential Information” includes, without limitation,
all of IDT and Genie’s technical and business information, which is of a
confidential, trade secret or proprietary character; internal policies,
procedures, communications and reports; and other information or documents that
IDT and Genie require to be maintained in confidence for IDT and Genie’s
continued business success.  Confidential Information does not include
any information that is readily available to the public, has been disclosed by
an officer of the Company to a third-party under non-confidential,
non-proprietary conditions, or which upon reasonable investigation is readily
ascertainable in the public domain.

       

      8. Covenant not to
Compete.

       

      (a)           During
the course of this Agreement, and in the event of a Cessation of Duties for a
period of five (5) years thereafter (the “Restricted Period”), Executive shall
not, directly or indirectly, whether acting individually or through any person,
firm, corporation, business or other entity:

       

      (i)  engage
in, or have any interest in any person, firm, corporation, business or other
entity (as an officer, director, employee, agent, stockholder, or other security
holder, creditor, consultant or otherwise) that engages in any business activity
where a substantial aspect of the business of the Company and/or Genie is
conducted, or planned to be conducted, at any time during the Restricted Period,
which business activity is the same as, similar to or competitive with the
Company and/or Genie as the same may be conducted from time to
time;

       

      (ii)   interfere with
any contractual relationship that may exist from time to time of the business of
the Company and/or Genie, including, but not limited to, any contractual
relationship with any director, officer, employee or sales agent, or supplier of
the Company and/or Genie; or

       

       

      
        
           

        

        
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      (iii)  solicit, induce or
influence, or seek to induce or influence an person who currently is, or from
time to time may be, engaged or employed by the Company and/or Genie (as an
officer, director, employee, agent, or independent contractor) to terminate his
or her employment or engagement by the Company and/or Genie.

      


      (b)           Notwithstanding
anything to the contrary contained herein, Executive, directly or indirectly,
may own publicly traded stock constituting not more than five percent (5%) of
the outstanding shares of such class of stock of any corporation if, and as long
as, Executive is not an officer, director, employee or agent of, or consultant
or advisor to, or has any other relationship or agreement with such
corporation.

      


      (c)           Executive
acknowledges that the non-competition provisions contained in this Agreement are
reasonable and necessary, in view of the nature of the Company and Genie and his
knowledge thereof, in order to protect the legitimate interest of the Company
and Genie.

      


      9. Release of
Claims.

       

      (a)  Executive
hereby releases, waives, and forever discharges the Company, and its past and
present subsidiaries and affiliates, and each of their present and former
officers, directors, employees, shareholders, consultants, attorneys, advisors,
insurers, agents and representatives, and all persons acting by, through, under
or in concert with any of them (whether any of the aforementioned individuals
were acting as agents for IDT or in their individual capacities) from any and
all claims, demands, actions, causes of action, costs, fees, attorneys’ fees,
and all liability whatsoever, whether known or unknown, fixed or contingent,
which Executive has, had, or may have against the Company from the beginning of
time and up to and including the date of execution of this
Agreement.  This release includes, without limitation, claims at law
or equity or sounding in contract (express or implied, including but not limited
to the Employment Agreements referenced in the Recitals contained herein) or
tort, claims arising under any federal, state, or local laws of any jurisdiction
that prohibit age, sex, race, national origin, color, disability, religion,
veteran, military status, sexual orientation, or any other form of
discrimination, harassment, or retaliation (including, without limitation, the
Age Discrimination in Employment Act, the Older Workers Benefit Protection Act,
the Americans with Disabilities Act, Title VII of the 1964 Civil Rights Act, the
Civil Rights Act of 1991, 42 U.S.C. § 1981, the Rehabilitation Act, the Family
and Medical Leave Act, the Sarbanes-Oxley Act of 2002, any claims under New York
State or local laws, including the New York State Human Rights Law, N.Y. Exec.
L. § 290 et
seq.
("NYSHRL"); and the New York City Human Rights Law, N.Y.C. Admin. Code § 8101
et seq. ("NYCHRL"), the
New Jersey Law Against Discrimination, N.J.S.A. 10:5-1 et seq., New Jersey
Family Leave Act, N.J.S.A. 34:11B-1 et seq., the
Conscientious Employee Protection Action ("CEPA"), NJSA 34:19-1 et seq., and any other
federal, state, local or municipal whistleblower protection or anti-retaliation
statute or ordinance, or any other federal, state, local, or municipal laws of
any jurisdiction), claims arising under the Employee Retirement Income Security
Act, or any other statutory or common law claims related to Executive’s
employment or separation from employment with IDT, any claims for attorneys’
fees, costs and expenses as well as any claims for compensatory, consequential
or punitive damages.  Notwithstanding the foregoing, the provisions of
this Paragraph 9 shall not apply to Executive’s indemnification rights under the
bylaws of the Company and Executive’s rights under this Agreement, or the Stock
Grant Agreement or Warrant Instrument referred to in Paragraphs 2 and 3
hereof.

       

      
        
           

        

        
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      (b) The Company hereby releases,
waives, and forever discharges Executive from any and all claims, demands,
actions, causes of action and claims for attorney fees that the Company has
asserted or could have asserted against Executive based upon any act or omission
by Executive known by the Company from the beginning of time until the date of
execution of this Agreement, provided, however, that none of the acts or
omissions that are known to the Company on or before the Effective Date
constitute an act or omission for which the Company could make a claim or demand
against Executive.  Notwithstanding the foregoing, the Company does
not release Executive from his obligations and the Company's rights under this
Agreement (including all agreements incorporated herein by reference), all of
which such obligations and rights are hereby expressly preserved.

      


      10. Non-Disparagement.

       

      (a)  Executive
agrees that he will not disparage IDT or any individuals associated with IDT,
including its present, future or former officers, directors, agents and
employees, by making or soliciting any comments, statements or the like to the
media or to other third parties, either orally or in writing, that are
considered to be derogatory or detrimental, in any way, to the good name or
business reputation of IDT or such other persons, provided that Executive shall
be entitled to give truthful statements pursuant to legal
process.  Executive further agrees that he will not encourage or
assist others to disparage or bring any form of suit, claim or cause of action
against the parties enumerated in this Paragraph.

       

      (b) The Company agrees that it
will take reasonable steps to prohibit and prevent its executives from
disparaging Executive, by making or soliciting any comments, statements or the
like to the media or to other third parties, either orally or in writing, that
are considered to be derogatory or detrimental, in any way, to the good name or
business reputation of Executive, provided that Company executives shall be
entitled to give truthful statements pursuant to legal process.

      


      11. No Admission of
Liability.  The making of this Agreement and anything contained
herein is not intended, and shall not be construed, as an admission that IDT has
violated any foreign, federal, state or local law (statutory or common law),
ordinance or regulation; breached any contract; or violated any right or
obligation that it may owe or may have owed to Executive, or committed any wrong
whatsoever against Executive.

       

      12. Additional
Benefits.  Subject to continued service on either or both of
the Board and the Genie Board, Executive’s travel on behalf of the Company or
Genie shall be in business class.  As of November 1, 2009, the
Executive was eligible to elect the continuance of group health and dental
insurance in accordance with applicable federal law (“COBRA”).  During
the period that the Executive is eligible for coverage under COBRA, the Company
will reimburse the Executive for such COBRA payments.  After the
Effective Date, the Executive will not otherwise be eligible for Life or
Disability benefits, or continue to contribute to the IDT 401(k) Savings Plan,
and will not receive any other benefits from the Company, other than those
specified in this Agreement.

       

       

      
        
           

        

        
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      13. Access to Office/Support
Services.  So long as Executive continues to serve as the Vice
Chairman of the Boards of Directors of the Company and Genie, the Company shall
provide Executive with an office (existing office absent a company move) in and
access to the Company headquarters, parking, email addresses and telephone
numbers, and provide administrative support services, communications and IT
equipment (mobile phone, BlackBerry, and laptop).

       

      14. Indemnity.  Executive
shall be indemnified by the Company in accordance with the terms of the Bylaws
of the Company and/or Genie.  Executive shall be entitled to payment
of incurred legal expenses by the Company upon certification by Executive that
he is entitled to indemnity, documentation of the legal fees incurred, and an
undertaking guaranteeing repayment to the Company if it is ultimately determined
through the means of Dispute Resolution provided in Paragraph 16(iii) of this
Agreement that Executive was not entitled to indemnity under the Company
Bylaws. The Company shall indemnify Executive for any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative by reason of the fact that Executive is or was a director or
officer of the Company, or is or was a director or officer of the Company
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise against expenses (including attorneys’ fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that the Executive did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.  For purposes of this
paragraph 14, “director or officer of the Company” shall mean a director or
officer of the Company and directors or officers of any corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise of
which the Company owns, directly or indirectly, grater than fifty percent
(50%).  The Executive shall be entitled to advancement of legal
expenses from the Company upon certification by the Executive that he is
entitled to indemnity hereunder and an undertaking if it is ultimately
determined that Executive was not entitled to indemnity hereunder or under the
Company bylaws.

       

      15. Acknowledgment and Revocation
Period.  Executive acknowledges that he has had an opportunity
to be represented and has been represented by independent legal counsel of his
own choice prior to signing this Agreement and that he is of sound mind and
body, competent to enter into this Agreement.  Pursuant to the Older
Workers Benefit Protection Act, Executive is advised that he shall have at least
21 days to consider this Agreement before signing it, but may sign this
Agreement at any earlier time if he so desires.  Executive understands
and acknowledges that he has seven (7) calendar days following the execution of
this Agreement to revoke his acceptance of this Agreement, which revocation may
be accomplished via written notice provided to IDT Corp., 550 Broad Street,
Newark, New Jersey 07102, Attn: General Counsel.  This Agreement will
not become effective or enforceable, until after this revocation period has
expired without Executive’s revocation.

       

       

       

      
        
           

        

        
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      AGREEMENT
TERMS―MISCELLANEOUS AND ENFORCEMENT

       

      16. Miscellaneous Provisions and
Enforcement.

       

      (i)           Notices.  Any notice
or other communication required, permitted or desired to be given under this
Agreement shall be deemed delivered when personally delivered; the next business
day, if delivered by overnight courier; the same day, if transmitted by
facsimile on a business day before noon, Eastern Standard Time; the next
business day, if otherwise transmitted by facsimile; and the third business day
after mailing, if mailed by prepaid certified mail, return receipt requested, as
addressed or transmitted as follows (as applicable):

       

      If to
Executive:

      James A.
Courter

      17101
Captiva Drive

      Captiva
Island, FL  33924

      Fax:
__________

       

      With a
copy to:

       

      Courter,
Kobert & Cohen

      1001 Rt.
517

      Hackettstown,
NJ  07840

      Fax:
__________

       

      If to the
Company:

      IDT
Corp.

      550 Broad
Street

      Newark,
New Jersey 07102

      Attn:  General
Counsel

      Fax:  973-596-0003

       

       (ii)           Choice of Law. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY
WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS (RULES) OR CHOICE OF LAWS (RULES)
THEREOF.

       

      (iii)           Dispute
Resolution.  Any dispute arising out of or relating to this
Agreement shall be finally determined by arbitration held in the State of New
Jersey in accordance with the employment arbitration rules of the American
Arbitration Association by a neutral arbitrator with no direct or indirect
relationship to either party.  The parties shall endeavor to agree
upon the appointment of the neutral arbitrator.  If they are unable to
appoint a single arbitrator within thirty days of the initiation of the dispute,
then each party shall appoint one arbitrator who shall together appoint a third
arbitrator who shall be the sole arbitrator in the conduct of such
arbitration.  In such arbitration, (a) the arbitrator shall agree to
treat all evidence as confidential; (ii) the arbitrator shall have no authority
to amend or modify any of the terms of this Agreement; (iii) the arbitrator
shall have 10 business days from the closing statements or submission of
post-hearing briefs by the parties to render his or her decision.  The
results of any such arbitration shall be final and binding upon the parties
hereto, and any party may enforce any arbitration 

       

       

      
        
           

        

        
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      award in
any court of competent jurisdiction.  Each Party shall bear its own
costs (including attorneys’ fees and expenses) associated with any arbitration
or other dispute proceedings, provided, however, that the prevailing party in
such arbitration shall be awarded such party’s attorneys fees and expenses
incurred in enforcing this Agreement, and, provided, further, that if the
Company is found to have breached its obligation to make payment as provided in
Paragraph 5 hereof (other than an immaterial failure to comply with such
obligation), then the arbitrator (or panel of arbitrators) shall award Executive
an award equal to 133% of the payment obligation that was breached in addition
to Executive’s attorney’s fees and expenses.  The arbitrator (or panel
of arbitrators) shall be obligated to determine which party is the prevailing
party as a part of his/her/their decision.

       

      (iv)          Limitation on
Counsel.   Executive is precluded from forming an
attorney-client relationship with or being otherwise represented by any law firm
or attorney that has at any time represented the Company in any capacity, unless
the Company has expressly agreed in writing to permit such representation,
provided, however, that the Company consents to Executive forming an
attorney-client relationship with Courter, Kobert & Cohen and with Williams
& Connolly LLP.

       

      (v)           Limitation on
Assignment.  Neither party may assign this Agreement without
the express written consent of the other party, provided, however, that the
Company may assign the Agreement to a successor, and that Executive may assign
the right to receive the payments provided for in Section 5 to a company or
entity that he controls.

       

      (vi)          Waiver.  A party’s
waiver of any breach or violation of any Agreement provisions shall not operate
as, or be construed to be, a waiver of any later breach of the same or other
Agreement provision.

       

      (vii)         Severability.  If
any provision or provisions of this Agreement are held to be invalid, illegal,
or unenforceable for any reason whatsoever, (a) the validity, legality, and
unenforceability of the remaining provisions of this Agreement (including,
without limitation, all portions of any Agreement paragraphs containing any
provision held to be invalid, illegal, or unenforceable, that are not themselves
invalid, illegal, or unenforceable), will not in any way be affected or impaired
thereby, and (b) the provision or provisions held to be invalid, illegal, or
unenforceable will be limited or modified in its or their application to the
minimum extent necessary to avoid the invalidity, illegality, or
unenforceability, and, as so limited or modified, the provision or provisions
and the balance of this Agreement will be enforceable in accordance with their
terms.

       

      (viii)       Headings.  The
Agreement headings are for reference purposes only and will not affect in any
way the meaning or interpretation of this Agreement.

       

      (ix)          Counterparts.  This
Agreement and amendments to it will be in writing and may be executed in
counterparts and by facsimile.  Each counterpart will be deemed an
original, but both counterparts together will constitute one and the same
instrument.

       

      (x)           Reimbursement of Counsel
Fees.   Company agrees to reimburse Executive for legal
counsel fees incurred with respect to the formation of this Agreement, up to Ten
Thousand Dollars ($10,000), upon receipt by the Company of documentation of such
fees.

       

       

      
        
           

        

        
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      (xi)          Entire Agreement, Amendment, Binding
Effect. This
Agreement, together with the Stock Grant Agreement and Warrant Instrument
referenced in Paragraphs 2 and 3 hereof, constitute the entire agreement between
the Parties concerning the subject matter in this Agreement.  No oral
statements or prior written material not specifically incorporated in this
Agreement shall be of any force and effect, and no changes in or additions to
this Agreement shall be recognized, unless incorporated in this Agreement by
written amendment, such amendment to become effective on the date stipulated in
it.  Any amendment to this Agreement must be signed by all parties to
this Agreement.  This Agreement will be binding on and inure to the
benefit of the Parties hereto and their respective successors, heirs, legal
representatives, and permitted assigns (if any), except as agreed to by
Executive in Paragraph 3.  This Agreement supersedes any prior
agreements between Executive and IDT concerning the subject matter of this
Agreement.

       

      


      IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year first written above.

      


       

      
        	
                EXECUTIVE

                 

                /s/ James A. Courter 

              	 	
                IDT
      CORPORATION

                 

                 

              	 
	      
                James
      A. Courter

              	 	      
                By:  Bill
      Pereira

                Its:  Chief
      Financial Officer

              	 


      

      


       

       

       

       

       

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